Men in Black 3

Men in Black 3

Theatrical release poster
Directed by Barry Sonnenfeld
Produced by
Written by Etan Cohen
Based on The Men in Black
by Lowell Cunningham
Music by Danny Elfman
Cinematography Bill Pope
Edited by Don Zimmerman
Distributed by Columbia Pictures
Release dates
  • May 23, 2012 (2012-05-23) (France[1])
  • May 25, 2012 (2012-05-25) (United States)
Running time
106 minutes[2]
Country United States
Language English
Budget $215 million[3]
Box office $624 million[4]

Men in Black 3 (stylized as MIB³ and alternatively spelled Men in Black III) is a 2012 American 3D comic science fiction-action film directed by Barry Sonnenfeld and starring Will Smith, Tommy Lee Jones and Josh Brolin. It is the third and final installment in the Men in Black trilogy based on Lowell Cunningham's The Men in Black comic book series published by Marvel and Malibu Comics. It was released fifteen years after the original Men in Black (1997) and ten years after the first sequel, Men in Black II (2002).[5] Sonnenfeld and Steven Spielberg returned as director and executive producer, respectively. In the film, Boris the Animal, an old enemy of Agent K, escapes from prison and goes back in time to kill the younger K in order to allow his species, a ruthless alien race known as Boglodites, to attack Earth. This forces Agent J to go back in time and team up with K's younger counterpart on a mission to save his partner and the world.

Men in Black 3 received positive reviews from critics and became a box-office success with a worldwide gross of over $624 million.[4][6] Unadjusted for inflation, it is the highest grossing film in the series.[7][8]


In 2012, an alien criminal, Boris the Animal, a Boglodite, escapes from a maximum-security prison on the moon and arrives on Earth, bent on taking revenge on Agent K, who shot off his left arm and captured him in 1969. He confronts K, who is with his partner Agent J, telling him he is "already dead". J then discovers that K was responsible not only for capturing Boris, but for deploying the "ArcNet", a shield that prevented the Boglodites from conquering Earth and caused their extinction.

Boris travels back in time to kill the young Agent K. With history altered so that K is long-dead, J finds that only his memory has been unaffected, and no one from the Agency understands his obsession with K until Agent O, the new Chief, deduces that there has been a fracture in the space-time continuum. With K out of the picture, the ArcNet was never deployed, and there is nothing to protect the present-day Earth from the Boglodite invasion, so J must travel back in time to stop Boris and save K. Back in 1969, he travels to Coney Island, knowing from the Agency's records that, in 1969, Boris will commit a murder there. He finds Boris, but is discovered and arrested by 1969 K, who prepares to wipe his memory, but decides at the last minute to investigate J's claims. K and J follow clues, leading them to a bowling alley, and then to The Factory, where they come across an alien named Griffin, who is in possession of the ArcNet. Griffin, who can see all possible future timelines and outcomes, senses Boris is coming and escapes, but he later captures him. J and K pursue and rescue Griffin, acquiring the ArcNet. 1969 Boris escapes and 2012 Boris arrives and they team up.

Upon learning that they must go to Cape Canaveral, Florida and attach the ArcNet to the Apollo 11 rocket so it can be deployed in space, J reveals the real purpose of his mission to K, who initially takes the news badly. The three fly there using jetpacks, and are stopped by military police. Griffin shows a skeptical colonel the future, convincing him of the importance of their mission, and the officer then assists them in reaching the launch site. As the agents climb up the rocket's launch tower, they are attacked by both 1969 Boris and 2012 Boris. Using his time-travel device, J evades an attack by 2012 Boris and knocks him off one of the launch tower bridges. K shoots off 1969 Boris's left arm (which restores the timeline), knocking him off the tower as well. The ArcNet is attached and deploys successfully when the rocket launches, with 2012 Boris being incinerated by the rocket's exhaust. 1969 Boris then attacks K on the beach, but the colonel pushes K down and out of the way, taking the hit himself instead. K then kills Boris (which 2012 K had regretted not doing) instead of arresting him as he originally did. The colonel's young son inquires about his father, but rather than tell him the truth, K wipes his memory and tells him only that his father is a hero. Observing from afar, J realizes that the young boy is himself, the colonel was his father, and that K has actually been watching over him all his life. His mission complete, J returns to 2012, where he thanks K for being his surrogate father. Meanwhile, Griffin observes the moment and is briefly terrified when K almost forgets to tip a waitress, which sets off a chain of events, where an asteroid is on a collision course with Earth. However, K remembers and leaves a tip and the asteroid hits a satellite and is destroyed.


Justin Bieber, Lady Gaga and Tim Burton make cameo appearances as aliens on the TV monitors, while Rick Baker appears in a cameo as the Brain Alien and Will Arnett portrays MIB Agent AA, J's partner in the altered timeline.


The film's premise was first proposed to director Barry Sonnenfeld by Will Smith during the filming of Men in Black II in 2002, with Smith suggesting that his character, Agent J, travel back in time to save his partner, Agent K, while at the same time exploring Agent K's backstory. Sonnenfeld said the idea "turned out to be a very long process of development, mainly because of the knotting [sic] issues of time travel".[9] It was reported that Smith and executives were leery about bringing back Sonnenfeld because of conflicts on the set of Men in Black II.[10] In a lawsuit filed against his former agents over commissions, Sonnenfeld alleged that Sony considered other directors for Men in Black 3.[10][11] Sonnenfeld ultimately convinced all involved that he had a strong vision for the film.[10]

The film was first announced on April 1, 2009, by Sony Pictures Entertainment president Rory Bruer during a Sony ShoWest presentation.[12] By October 2009, Etan Cohen had been hired to write the screenplay.[13] Sonnenfeld read the script and started working on it in January 2010.[14] As of March 2010, Will Smith remained undecided whether to join this film or another, The City That Sailed.[15] Sonnenfeld in May 2010 confirmed the return of Tommy Lee Jones and Smith.[16] Both had expressed interest in 2008 in reprising their roles.[17][18] Other staff includes Walter F. Parkes and Laurie MacDonald as producers, with Steven Spielberg as executive producer; all were producers of the two previous films.[19]

In June 2010, writer David Koepp was hired to rewrite the Cohen script.[20] A third writer, Jeff Nathanson, was hired in November 2010 to rewrite the time-travel segment of the script in which the story takes place in 1969.[21] Nathanson and Koepp, along with producer Spielberg, had previously worked together on the 2008 film Indiana Jones and the Kingdom of the Crystal Skull.

Special effects artist Rick Baker created the practical aliens and prosthetic makeup for the film, reprising his role from the previous two Men in Black films. In designing the look for the alien creatures, Baker used the time travel plot device as an excuse to design "retro" looking aliens reminiscent of science fiction B movies of the era, saying, "In 2012 the aliens should look like Men in Black aliens and in 1969 they should be retro aliens. Fishbowl space helmets, guys with space suits with ribbed things on it, exposed brains, [and] bug eyes"[22]

Principal photography began on November 16, 2010,[23] even though, "We knew starting the movie that we didn't have a finished second or third act," director Sonnenfeld said in 2012. "Was it responsible? The answer is, if this movie does as well as I think it will, it was genius. If it's a total failure, then it was a really stupid idea."[24] It was originally slated to commence on October 18, 2010, and continue until May 2011, in New York City,[25] with shooting starting in 2010 partly in order to take advantage of a New York tax break in which the state rebates 30 percent of production costs incurred there.[26] Filming was split into two parts, the first taking place from November until about Christmas 2010; the filmmakers announced shooting would begin again in mid-February, but it was delayed until April.[26] Sonnenfeld initially stated he would be shooting in 3D, but later decided to film in 2D and convert to 3D during post-production.[27][28][29][30]

Set photos for the film appeared online on November 17, 2010, showing Smith, Jones, Emma Thompson, and Nicole Scherzinger on set.[31] Shooting was scheduled to resume from March through June 2011.[32] Filming was done in April 2011 in the Morris Park section of The Bronx.[33] Parts of Coney Island, in Brooklyn, had parking and filming permits posted for April 24 and May 2–4, 2011, production dates of what the permits titled MIB3.[34] Shooting also took place in Manhattan's SoHo neighborhood.[35]

For the film, the Ford Taurus SHO was selected as the MIB's official car, replacing the Ford LTD Crown Victoria and Mercedes-Benz E-Class from the first two films.[36] For the 1969 scenes, a 1964 Ford Galaxie was used as the MIB's official car.

This is the first time Frank the Pug was absent in a Men in Black movie, as well as Chief Zed, Jack Jeebs, and actor David Cross. Instead Zed is written in the story as having died and immortalized at MIB Headquarters, and a portrait of Frank can be seen in J's apartment. An advertisement for 'The Incredible Speaking Pug' can be seen as Agent J enters Coney Island during his time in 1969.


Under distribution by Columbia Pictures, the film was released on May 25, 2012 in theaters.[37]

Home media

The film was released on DVD, Blu-ray, and Blu-ray 3D on November 30, 2012, and additionally as part of a Men in Black trilogy box set on Blu-ray.[38][39]


Activision released MIB: Alien Crisis on May 22, 2012 for Xbox 360, PlayStation 3, and Nintendo Wii, featuring a never-before-seen MIB agent rather than Agent J or Agent K.[40][41] Gameloft also developed a mobile phone video game based on the film released on May 17, 2012, for iOS and Android.[42]


Men in Black 3
Soundtrack album by Danny Elfman
Released May 29, 2012 (2012-05-29)
Genre Film score
Length 53:38
Label Sony Classical

The soundtrack for the film was composed by Danny Elfman and was released on May 29, 2012, four days after the film's release.

The song "Back in Time" by rapper Pitbull, which was not included on the film's soundtrack album but accompanies the end credits of the film, was released as a single on March 26, 2012.[43] It is the first lead single released to accompany a Men in Black film not to be performed by Will Smith.


Box office

MIB 3 grossed $179 million in North America and $445 million in other countries for a worldwide total of $624 million.[44] It had a worldwide opening weekend of $189.9 million.[45] It made the biggest worldwide IMAX Memorial-Day weekend ($12.7 million from 474 theaters), surpassing the previous record of Pirates of the Caribbean: On Stranger Tides.[46]

In North America, MIB 3 earned $1.55 million during its midnight run from 2,233 locations.[47] On its opening day, the film debuted at the top of the box office and grossed $17.7 million (including midnight grosses). This was slightly lower than the opening day grosses of its predecessors.[48] During its three-day opening weekend, it topped the box office with $54.6 million, which was higher than the opening weekends of the two previous films.[49] The movie then earned an additional $14.7 million on Memorial Day,[50] bringing its four-day weekend total to $69.3 million.[51] The opening weekend audience was 54 percent male and 56 percent over the age of 25. The film received a B+ CinemaScore.[49] It remained in first place at the North American box office for one week.[50]

Outside North America, MIB 3 is the highest-grossing film of the Men In Black franchise[52] and the tenth highest-grossing 2012 film.[53] It made $135.3 million on its opening weekend from 85 territories. Its highest-grossing openings were recorded in China ($21.7 million), and Russia and the CIS ($16.9 million).[54][55] It was in first place at the box office outside North America for two consecutive weekends.[56]

Critical response

Men in Black 3 received generally positive reviews from critics, and although not as well-received as the first film, it was considered an improvement over the second. On the review aggregator website Rotten Tomatoes the film has a rating of 69%, based on 230 reviews, with an average rating of 6.1/10. The site's consensus reads, "It isn't exactly a persuasive argument for the continuation of the franchise — but Men in Black III is better than its predecessor and manages to exceed expectations, largely due to Josh Brolin's impressive performance."[6] On Metacritic, the film has a score of 58 out of 100, based on 38 critics, indicating "mixed or average reviews".[57]

Roger Ebert gave the film 3 out of 4 stars, in particular praising Josh Brolin's role as the young Agent K, which he cites as an excellent example of good casting. Ebert also praised the "ingenious plot, bizarre monsters, audacious cliff-hanging" and the "virtuoso final sequence".[58] Richard Roeper gave it 3.5 out of 5 stars while saying, "It's that rare threequel that doesn't suck. Great special effects, surprising amount of heart."[59] A. O. Scott of The New York Times also gave it 3.5 out of 5 stars and commented, "Men in Black 3 arrives in the multiplexes of the world with no particular agenda. Which may be part of the reason that it turns out to be so much fun."[60] Lisa Schwarzbaum of Entertainment Weekly noted, "Sonnenfeld and Cohen move their baby along with an integrity and gait that ought to serve as a blueprint for other filmmakers faced with the particular challenges of reviving big-ticket and time-dated hunks of pop culture."[61] Rafer Guzman of Newsday wrote, "The franchise is no longer the zenith of blockbusterism, and the gooey effects from Hollywood veteran Rick Baker look overly familiar, but Men in Black 3 remains an amiable comedy with some fondly familiar faces."[62]

Director Paul Thomas Anderson praised the film, saying, "It was [expletive] great. [sic] ... The time-travel stuff [made me] cry my eyes out. I'm a sucker for that stuff."[63]

Conversely, Rene Rodriguez of The Miami Herald gave it 1 out of 4 stars and stated, "Men in Black 3 is so dull and empty, it's the first movie that has ever made me think 'Thank God this is in 3D.'"[64]

Possible sequel

Both Will Smith and Tommy Lee Jones have said that they would "consider" appearing in a Men in Black 4.[65] Jones said it would be "easy to pick up where we left off. We know what we are doing, we know how to do it. It's just a hell of a lot of fun."[66] In July 2012, Columbia chief executive Doug Belgrad said: "We're very pleased with the financial performance of Men in Black 3, and we believe it is an ongoing franchise. We're going to do [another one], but we don't have clarity yet on how it should be done."[67] Barry Sonnenfeld said: "Will's kind of really smart, but as I said, kind of really annoying, too much energy. When he would get too rambunctious, I would tell him save that for Men in Black 4, Will is out and [his son] Jaden Smith is in … if we continue on this path, it won't be released until 2032 but it will be damn good." Will Smith said that: "Jaden is already 13 years old, so he's at that mythological boys age, you know – it's time for his bro-mitzvah. So he's right at that place ... He's ready to test me so he can't come anywhere near my movies right now!"[68] In early 2013, Oren Uziel was writing a Men in Black 4 screenplay for Sony Pictures.[69]

On September 24, 2015, series producers Walter Parkes and Laurie MacDonald stated the series would be rebooted as a trilogy, most likely without the involvement of Will Smith.[70]


This diagram displays the crossover between MIB and Jump Street.

On December 10, 2014, it was revealed that Sony was planning a crossover between Men in Black and Jump Street. The news was leaked after Sony's system was hacked[71] and then confirmed by the directors of the films, Chris Miller and Phil Lord during an interview about it.[72][73] James Bobin was announced as director in 2016.[74] On April 13, 2016, the movie was announced and revealed to be titled, MIB 23.[75]


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